UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported): October 8, 2025

reAlpha Tech Corp.

(Exact name of registrant as specified in its charter)

6515 Longshore Loop, Suite 100, Dublin, OH 43017

(Address of principal executive offices and zip code)

(707) 732-5742

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On October 8, 2025, reAlpha Tech Corp. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). As of the close of business on August 11, 2025, the record date for the Annual Meeting, there were 83,765,739 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and 264,063 shares of the Company’s series A convertible preferred stock, par value $0.001 per share (the “Series A Preferred Stock”), issued and outstanding. Holders of the shares of the Company’s Common Stock and Series A Preferred Stock were entitled to one vote for each share held as of the record date.

At the beginning of the Annual Meeting, there were 50,612,981 shares of the Company’s Common Stock and Series A Preferred Stock present virtually or represented by proxy at the Annual Meeting, which represented approximately 60.23% of the voting power of the Company’s outstanding shares of voting stock entitled to vote at the Annual Meeting, and which constituted a quorum for the transaction of business. The voting results presented in this Form 8-K differ, although not materially, from those presented during the Annual Meeting as the voting results herein represent the final voting results for each proposal submitted to a vote of the stockholders at the Annual Meeting. The six (6) proposals below are each described in more detail in the definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on August 25, 2025.

Proposal 1. Election of Directors.

Each of the five nominees for director was elected to serve as a director until the election and qualification of his or her successor or until his or her earlier death, resignation, or removal.

Proposal 2. Ratification of GBQ Partners, LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

There were no broker non-votes on this proposal.

The Company’s stockholders ratified the appointment of GBQ Partners, LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

Proposal 3. Approval of an amendment to the Company’s certificate of incorporation, as amended and restated from time to time, to effect a reverse stock split of the Company’s outstanding Common Stock, at a ratio between 1-for-7 and 1-for-25, to be determined at the discretion of the Company’s board of directors (the “Board”), for the purpose of complying with the Nasdaq Listing Rules, subject to the Board’s discretion to abandon such amendment (the “Reverse Stock Split Proposal”).

There were no broker non-votes on this proposal.

The Company’s stockholders approved the Reverse Stock Split Proposal.

Proposal 4. Approval, for purposes of complying with Nasdaq Listing Rule 5635(d), of the issuance of shares of Common Stock upon exercise of: (i) series A-1 warrants of the Company, (ii) series A-2 warrants of the Company and (iii) placement agent warrants of the Company, in each case issued in connection with the Company’s best efforts public offering on July 18, 2025 (the “Nasdaq 20% Issuance Proposal”).

The Company’s stockholders approved the Nasdaq 20% Issuance Proposal.

Proposal 5. Approval of an amendment to the Company’s 2022 Equity Incentive Plan (as amended from time to time, the “2022 Plan”) for the adoption of an automatic annual increase in the shares of Common Stock available for issuance under the 2022 Plan (the “2022 Plan Evergreen Proposal”).

The Company’s stockholders approved the 2022 Plan Evergreen Proposal.

Proposal 6. Approval to adjourn the Annual Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Reverse Stock Split Proposal and/or the Nasdaq 20% Issuance Proposal (the “Adjournment Proposal”).

There were no broker non-votes on this proposal.

The Company’s stockholders approved the Adjournment Proposal but such adjournment was not necessary in light of the approval of the Reverse Stock Split Proposal and Nasdaq 20% Issuance Proposal at the Annual Meeting.

(d) Exhibits

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.